Work of Art
by Swarm012
Summary: Mild AU – UC Sunnydale, Willow convinces Buffy to take an art class as an elective.  Faith going evil didn't happen  Buffy/Faith
1. Chapter 1

**Work of Art**

Rating: NC-17

Summary: Mild AU – UC Sunnydale, Willow convinces Buffy to take an art class as an elective. (Faith going evil didn't happen) Buffy/Faith

* * *

Walking through the hallways at UC Sunnydale carrying duffel bags along with their backpacks, Buffy and Willow were hurrying to their next class after eating lunch with Xander at the cafeteria. Buffy, for the umpteenth time wondered why she was even doing this. Art wasn't her thing, it was more for her mom, but the redhead had convinced her to try something new and college was the best time for new experiences. The blonde looked at her friend who was scouting the area for the right classroom.

"We didn't miss any more supplies from the syllabus right?" asked Buffy.

"Don't worry about it Buffy" responded the redhead with an assuring smile, "I double checked and triple checked, even had Tara quadruple check for me. Should we do it for the quintuple time?"

Buffy rolled her eyes at the teasing but wanted to go through the list one last time since she didn't want another Professor Walsh experience. One bad professor was enough.

"So we got the brushes, paint, canvas, charcoal, pencils and sketchpads. Do we need that wooden thing they put the painting on?"

"I think they supply that but if we wanted to do it at home we needed one."

"So no for now?"

"Nope."

"God, I don't know why I'm taking this" huffed Buffy, still unsure about it.

"Buffy" whined Willow. "You said you wanted a class that wasn't just all academics and I read on rate my professor that this class was really fun, especially the end of the term project."

Buffy raised an unconvinced eyebrow, "There are such things as fun projects?"

The redhead pouted, she knew that she was one of the few people in the world who actually enjoyed learning for the sake of learning. Seeing her best friend with the frowny face and pout, Buffy hurried to amend the situation, "I mean, of course. Fun projects. What is it?"

"Not sure, most of the comments were just about how, I quote 'awesome' it was and that it was a nice surprise."

The pair reached the classroom and opened the door to a small room. There were around fifteen seats in the classroom arranged in a circle; luckily there were two empty seats next to each other and the pair hurried to get it before anyone else did. When all the seats were filled, other students came in and stood by the door, there were at least ten students that Buffy counted near the entrance.

"Wow" remarked Buffy, "There's a lot of people trying to add the class."

Willow nodded in agreement, "It's really popular. I told you." She leaned down to the blonde, "If I didn't…add our names on there, we wouldn't have gotten in."

Buffy smiled at her hacker skilled friend, glad to get some good classes that were usually filled up by the time freshmen were allowed to enroll. A few seconds later, in strolled a woman around her late twenties to early thirties carrying a heavy bag with her. She put her things down on the professor's desk and looked at the class.

"Okay, whoever is trying to add in the class, come back tomorrow. As you can see, all seats are filled. If you want to get added in, you have to do it electronically. No one is allowed to jump the waitlist."

The students mumbled angrily on their way out, hoping that someone would drop the class so that they could get into it. Then the woman turned towards them, staring at the students in a friendly way. She quickly did a roll call and then set up a table in the middle of the circle.

"Alright, first things first. I'm Roxy Terada, just call me Roxy from now on. I'm not married so do not even think about calling me Misses. This is Introductory to Art 45, so in case you're wondering, we're going to learn about art, but more importantly how to draw. If you wanted history, you should have joined Art History 101. I assume that everyone bought the supplies on the syllabus?"

She looked at everyone nod their heads and proceeded, "Okay, well today we're going to start sketching and I'll teach you the basics. As cliché as this is, we're going to draw…a bowl of fruit."

Buffy gave Willow a look, but the redhead could only shrug in reply. Roxy continued her lecture, "Everyone get your easels and then put your sketch pads on it. Also take out your pencils."

The class went on to learn about how to draw, sketch and shade the different shapes and sizes of the fruit in the middle, everyone staring at the bowl for 50 minutes. After class, Buffy and Willow were walking together back to their dorm room.

"That was interesting…staring at a bowl of fruit for an hour" deadpanned Buffy.

"I'm sure it'll be more interesting later" said Willow, hoping that it really would be.

"Uh huh…"

"Better than Geology 101."

"I guess" sighed Buffy, "Whatever, at least I don't have to study for this."

Willow nodded and switched the duffel bag to her other hand. "So, we Bronzing tonight?"

"Of course, it's Thursday night."

"So glad we only have four days of class this semester."

"Yep, an extra day to get my beauty sleep. Geez, I've been staying up almost to the crack of dawn this past week with Faith. So many vamps to get now."

"That means no big evil brewing though right?"

"I hope so… I can't take another apocalypse for at least another week, maybe a month."

"Mmhmm, is Faith working tonight?"

Buffy took her time to respond but she already memorized Faith's schedule and didn't want to seem like she was stalking the younger girl. "Uhh…yea I think so. At like 9 PM."

The redhead cocked an eyebrow at her best friend but knew better than to burst the bubble that Buffy put herself in. She knew that the blonde had a huge crush on the brunette but was too shy to say anything about it.

"So that means we go at 9?"

"Sure…whatever" Buffy tried to innocently deflect.

"Still in denial?" asked Willow bluntly.

Buffy nearly tripped over a non-existent crack on the ground but her slayer grace saved her and she only stumbled forward instead of laying flat on her face. "No!" she shouted, making all the students glance at the outburst, "No" she repeated again, softly noticing all the unwanted stares. "I mean, what denial? I don't know what you're talking about."

"Uh huh, I meant that big fat crush on the only other slayer that's working tonight at the Bronze. You know, in her tight uniform."

At that mention, Buffy's mind drifted off to Faith wearing the bartending uniform, a long-sleeved button down white dress shirt with a black vest and tight black slacks. It usually wasn't so scandalous, just that Faith wore things a size smaller than what she should wear, so her uniform accentuated every curve that the young woman had. Willow looked at her friend who was stuck in Faith-land and didn't bother to get her out of it. She knew that Buffy would snap out of it in a minute or so, just the amount of time it would take to get to their room. By the time Buffy was back to reality, they were already in their room, Buffy in the middle still standing holding her things while Willow was eating an apply on the bed. She shook her head violently to dispel all lascivious thoughts and images.

"What were we talking about?" asked Buffy, genuinely ignorant of the previous conversation.

"Don't worry about it" said Willow mid-chew, "We're going to the Bronze at 9."

"Oh…okay."

Now Buffy worried about the outfit she was going to wear. She wanted something sexy but not slutty and to the point that it would make the brunette stare at her longer. It would take hours for her to find it and she needed a head start on it.

By the time they actually go there, it was close to 10PM and Buffy was nearly dragging Willow across town to get there before Faith's shift ended. When they went inside, Buffy quickly went over to the bar, hoping to get Faith's attention and some drinks. At the bar, Buffy's smile turned into an ugly frown when she saw Faith leaning against the counter, flirting with some guy at the other end of the bar. She immediately glared at the cute boy who had the audacity to brush against Faith's hand when she handed him his drink. The boy Faith was talking to felt the hairs at the back of his neck prickle and had the sudden sensation of flight or fight. Being a modern man, he quickly paid for his drinks and scrambled back to his friends, not bothering to get change for the hundred he put down. Faith picked up the cash and smirked at the huge tip he just left her. She turned around and saw Buffy and Willow seated at the other end and quickly put the money away and wiped the counter off before going over to them.

"Hey girlfriend" she addressed Buffy, who plastered on a smile so that the brunette wouldn't worry.

"Hi Faith" said Willow, "How's work?"

"Pretty good, that geek just now just gave me almost an 80% tip. Really helps to have these babies to show."

The brunette puffed out her chest, the material over her breasts straining even more. Buffy had to swallow several times and check her chin for drool. Her mind suddenly just couldn't stop thinking about those gorgeous breasts displayed in front of her. She was just about to lift her hand and have a touch when they were taken away from her. Faith had gone to the other end of the bar to get a rowdy customer a beer. She thanked whatever God for the welcome distraction or else she would have been flying across the club for molesting Faith, or possibly have a permanent blush on her whole body when Faith would tease her mercilessly for being a pervert.

Willow looked at the scene with an amused smirk but a sympathetic gaze. She knew how hard it was to admit that you had a crush on a girl and then act on it. The redhead pulled her dazed friend away from the bar before she would actually do something embarrassing and hide away from everyone for a week. Throughout the night, just like any other Bronzing night, Buffy stole glances at Faith while she worked. She loved watching Faith strut around behind the bar, flipping the cocktail mixer and dazzling everyone around her with her skills. She also watched out for anyone hitting on the brunette slayer and vowed to take them out back in the alley to teach them a thing or two about hitting on her woman…who wasn't exactly her woman. Yet. But, she would never hurt those guys and girls, mostly because Faith never did anything else but flirt with them. As long as she doesn't leave with any of those pricks, Buffy would keep a calm eye on the girl.

– **O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – **

It was near the end of the semester and Buffy still had not picked up the courage to ask Faith out. They were in class again, this time using charcoal to draw various shapes of the human body. Buffy and Willow were currently trying to draw a hand.

"So when are you going to ask her out?" asked Willow, hoping that Buffy would ask her out before the end of the term.

"No, what am I going to say to her?" whispered Buffy, no longer in denial about wanting to date Faith. "Hey Faith, I really like you, want to go have dinner with me?" said the blond with a mocking tone.

"Well, yea" answered Willow. "Why can't you just ask her like that?"

"Cause it's Faith! I'll be lucky if she didn't laugh at me…"

Buffy looked at the blob she was now drawing and squeaked, hurrying to draw another one before class was over so that she could turn it in.

"She won't laugh at you Buffy" said Willow, "A lot of people hit on her, I'm sure she's heard some really dumb pick up lines."

"Exactly! Why would she want to go out with me? She's always about 'get some, get gone' I don't know if she even wants a relationship. And I'm relationship gal! I want the 2.1 kids with the dog and white picket fence."

"How do you know Faith doesn't want all that stuff either? Under all the attitude an leather, she is a girl you know."

Buffy just stared at Willow, raising a skeptical eyebrow at her friend. "Because it's Faith. And she's always said that it's easier to … have sex without strings attached."

"Then you should show her the good side to relationships. The handholding, dinners, walks on the beach, romantic kisses and the everyday sex."

Buffy continued to draw, "Handholding? Can't see her doing that. Dinner, can totally see her wolfing down the entire restaurant and asking for dessert. Every day— WHAT?" hissed Buffy at the end, her brain finally catching up to what Willow said.

Willow just slyly smiled and stared at her drawing, "Yep…best thing there is."

"Sneaky lesbian" mumbled Buffy. Then she turned to the redhead, her voice dropping to almost below a whisper, "Really? Every day?"

"Sometimes more than once" said the redhead with a hint of a grin.

"Wow…"

Before they knew it, class was ending and Roxy came by to look at everyone's drawings. She stopped at Buffy's and tilted her head to the side, slowly criticizing her work. Buffy swallowed nervously, hoping that she won't get slaughtered by the teacher.

"Looks nice Buffy, you haven't taken any art classes have you?"

The blond was momentarily stunned but quickly recovered, "Uhh…I did when I was younger. My mom's really into art and stuff so she made me take lessons as a kid. She works at the gallery downtown too."

Roxy turned towards Buffy with a small smile, "Ohhh…Joyce Summers is your mother?"

"Yea, you know my mom?"

"Just met her a few times when she was showcasing some things. Looks like you inherited some creativity from your mom. Keep up the good work Buffy."

Buffy smiled from the praise and the two friends left the classroom to meet up with Faith and Xander for a late lunch. Willow turned to Buffy, "Wow Buffy, I'm jealous of you now!"

"What?"

"With the praise and everything, you should help me out…I can't draw the difference between a foot and a hand."

"No worries Will, I'll try as best as I can. Wow, who would've thunk it? I'm tutoring Willow Rosenburg in college."

Willow lightly pouted at the remark, "You did get a higher SAT score than me."

"I thought we weren't supposed to talk about that…ever" teased Buffy.

"You're right, we're not. Never happened."

When they arrived at the cafeteria, Xander, Tara and Faith already had a spread of food on the table, chatting aimlessly as they waited for them to arrive. Xander was the first to see his friends and he quickly waved them over. Buffy sat next to Faith, as per usual and quickly smiled at the brunette.

"Hey guys" said Buffy.

Everyone greeted each other in return and they all ate the food on the table.

"So what's going on tomorrow?" asked Xander, still chewing his handful of chips.

"Class" said Buffy, "And more class. We have our final for art tomorrow and we're supposed to work on it for two weeks. Worth half our grade" moaned Buffy.

"So that means Will is busy too?" asked Xander.

"Afraid so Xander" answered Willow, "Also have to study for Physics, my professor decided to have the final a week earlier so it's time to cram fifteen weeks of material into one week of studying."

"Ouch…how about you Faith? You only work nights right?"

Faith quickly chewed her bite out of her sandwich, "Sorry X-man, got a new temp job tomorrow."

"What's the job?" asked Buffy, curious that Faith hadn't said anything about it before.

"Surprise surprise B. Needed some extra cash anyways and the chick said I looked perfect for the job."

Buffy's inner green monster quickly flared up at the mention of a female and how Faith was selected because of her beauty. "Sounds kind of shady if you ask me" mumbled Buffy.

"Don't worry B, I can hold my own" winked Faith.

For the rest of lunch, Buffy gave one word responses and didn't really talk to anyone. She was mad that she was jealous. She knew that Faith was always oogled at but this time it seemed that Faith was going to get paid to be oogled at, no doubt at some shady company.

– **O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – O – **

The next day, Buffy was still in a horrible mood so Willow decided to not pester her about asking Faith out. In class, Buffy was nearly throwing all her supplies around, pouting all the time.

"I mean really? What's so secretive about her job that she can't tell me…us" complained Buffy.

"Maybe she just doesn't want you to worry."

"But I _am_ worrying…and who's the slut who asked her anyways? You don't think Faith likes her do you?" panicked Buffy.

"No no no" appeased Willow, "Faith doesn't like strings attached, she won't do it with a co-worker or boss…I think."

"You think that's why we're not dating?" asked Buffy.

"Huh?"

"We're both Slay-" Buffy looked around, censoring herself, "Work together at night, is that why? Maybe I should quit…wait I can't. Darn it."

"Buffy, I don't think that's the reason…"

"Then why?" whined Buffy.

"Well you haven't even asked her out…"

Buffy buried her face in her hands and sighed loudly into them. "I know" she murmured.

Roxy breezed into the classroom, followed by two other students who were carrying large platform boxes. They set it up in the middle of the circle of students and left the room. Roxy turned towards her students, "Okay, we're starting our final project today. Usually you don't do this until you're a bit more advanced, so I don't expect anything too extraordinary. This project was very popular ever since I started it two years ago. Have fun with it and relax. Also, there will be an optional second final project to replace this one if it's too hard. But we'll get into that later."

All the students looked at one another, clearly confused about what this project would be. Roxy set up some blankets and towels on the platform and went out the side door. She came back with someone and Buffy and Willow both just stared slackjawed.

"Everyone, this is Faith" began Roxy, "Your final is to draw her, using any of the skills you learned this semester."

Buffy was just staring at the brunette, unsure about how to process this. That's when she noticed Faith was wearing a white cotton robe. The brunette went to the platform and dropped the robe, the cloth pooling around her feet. Faith was facing Buffy when she did that and was now smirking when the blonde's eyes went wide as saucers and her mouth couldn't seem to shut anymore. Buffy's eyes were roaming around Faith's naked torso, too bad she was still wearing her skin-tight leather pants, or maybe luckily because Buffy already wanted to rip everyone's eyes out for seeing Faith half-naked. Faith laid down on her stomach on the blankets and turned her face towards Buffy, smirking at the blonde who couldn't stop herself from staring.

"Faith" said Roxy, "You should try to keep your face as neutral as possible. You're going to have to stay in this pose for a while so it's best to relax your muscles."

Faith immediately stopped smiling and made her muscles relax. This made it even harder for Buffy to concentrate because Faith looked absolutely gorgeous on that platform. On top of a white blanket, her bottom half covered by the robe and an additional blanket. Buffy's eyes roamed across the expanse of her muscular back covered by the silky skin that the blond desperately wanted to touch, to the brown curly hair fanned around her head and those expressive hazel eyes that were twinkling in amusement. It had at least been ten minutes that Buffy was just staring at Faith while everyone else was trying to draw her. Buffy had yet lifted her hand to take a pencil but at least her mouth was closed now, courtesy of Willow bumping it back up. Internally, Faith was smirking, but outwardly she was still looked like sex. Sex in the middle of the room while Buffy could only look and not touch.


	2. Chapter 2

**Part 2B**

For the two hours that Faith laid there, all Buffy could do was admire the younger woman's beauty. In her right hand, she held up her pencil on top of the sketch pad but her hand was not moving to draw. Instead, her eyes were seeing how the lighting in the room lit up Faith's natural highlights in her sea of curly brown hair. Marveling at how soft and silky Faith's hair looked, the blonde wanted to weave her slender fingers around those strands of hair. Her eyes traced down the hairs' path to Faith's strong muscular back. Buffy wanted to run her fingertips up and down Faith's spine, feeling the smooth skin against her pam and touch the muscles that rippled under the expanse of the olive tinted skin. As the blonde's eyes moved down her back to Faith's shapely hips, she noticed that Faith had a tattoo on her left hip bone. It said "Lead Kindly Light", a phrase that the blond e slayer wasn't familiar with. Making a mental note to ask the brunette why she had gotten that tattoo, Buffy's eyes wandered back up to Faith's face and there she had to swallow several times to make sure she wouldn't be gushing a fountain of drool down her chin. Even though Faith didn't have much of an expression across her face, the neutral appearance that the young woman had was considered by many to be smoking hot and dripping with sexual appeal. If the brunette changed her expression to seduction, Buffy was sure her panties would most likely spontaneously combust from the heat her core was emitting, but then it would extinguish due to the flood of arousal.

A nudge from Willow's bony elbow knocked Buffy back to the present and away from her lascivious thoughts of the brunette. The smirk and raised eyebrow from her redheaded friend made the blonde blush a cute shade of red. Busted. Buffy just sheepishly smiled and quickly tried to start outlining Faith's body on the sketchpad. The blonde drew one line when Roxy started to clear her throat, "Alright class. That's all for today. Finish up the last of your sketches please."

All the students grumbled their disapproval since none of them actually finished their sketches, especially Buffy. The blonde was near panic mode now, she'd been getting good grades in this class for the whole semester, but now she was doomed! The final was worth too much and she drew ONE line. While Buffy was having a panic attack, Faith already put her robe back on and was talking to Roxy as the students were putting away all their supplies.

"Okay" said Roxy to the class, "Since I'm sure that none of you finished the sketch, Faith is going to come by two more times, so don't worry. If you're not done by then, then you either have to ask Faith to give you a private session where you have to pay her hourly or there's the second assignment. Bear in mind that the second one will be graded harder than this one."

The students stiffly nodded, glad to have to the opportunity to draw the beautiful girl again. Buffy visibly relaxed and blew out an air of relief. She packed her things in the bags and repeated in her head to draw Faith this time…not ogle the younger girl for a whole two hours. Faith went into the other room to change and Buffy and Willow decided to wait for the younger girl outside the classroom. Willow smirked knowingly at the blonde who could barely meet her gaze.

"So…who knew that Faith would model for us."

"Uh…yea. Guess this was her surprise" mumbled Buffy, still overwhelmed by Faith's half naked body laid out in front of her, everything she wanted on a silver platter that she couldn't take back home.

"What a surprise!" said Willow, slightly grinning from ear to ear. "I knew she had a good body…but wooooo, that girl oozes hotness."

Buffy squared her shoulders and looked right at the redhead who plastered on a silly grin, "Willow! You have a girlfriend!"

"Oh come on Buffy. Anyone can see that Faith is beautifully sexy. Tara's noticed the aura she exudes and let me tell you...it's flaming hot."

"W-what?" stuttered Buffy, not sure how to take that her two friends were checking out her crush…the one that she should only see half naked or even naked. Now, her class has seen her potential girlfriend half naked and was drawing her! What an outrage.

Faith came out of the classroom, counting the bills in the envelope that Roxy had paid her. She smiled brightly at her two friends and swung her arms across both of their shoulders, maneuvering them down the hallway.

"So this was your surprise job?" asked Buffy, feeling a bit tingly where Faith had her arm over her.

"Got it in one B."

"I never knew you did modeling" Willow indicated, thinking that the only job that Faith did was bartending.

"I didn't, Roxy came up to me one day at the Bronze. At first I thought she was just hitting on me and hey, I liked the attention plus she's pretty cute" said Faith, not catching the dark look that came over Buffy. "Older women like her get my engine running y'know? Okay, well she said I looked good, had a wicked sexy body and then asked me if I was comfortable modeling naked for her class."

"But you weren't naked today" pointed out Willow.

"Nice observation Red…found out B here was taking the class too. Didn't want her to have a heart attack so I asked Roxy if I could do only topless."

Buffy and Willow nodded, accepting the offered explanation. Buffy on the other hand though, was feeling slightly disappointed that she did not get to see her fellow slayer in the buff or on the Buffy, under the Buffy, just with Buffy. But she was glad that her classmates only got to see Faith half naked …or else some heads might go flying and eyes will be scratched out.

"So how are you guys doing anyways…with the project? Better be making me sexy as hell" drawled Faith, her voice enticing Buffy's already aroused brain.

"We're only beginners Faith" said Willow, hoping to distract Faith after seeing Buffy in Faith-land again. "I mean, we only had two hours you know? I barely drew your head and she already called time."

"Aww…don't worry about it Red, got some spare time reserved for you both. Just tell me when and I'll be there…laying naked on your bed while you two get to ogle and sketch me."

Buffy's mind just went overload.

Willow blushed and frantically stuttered, "Whoa whoa whoa, don't make it sound like cheap adult film Faith! It's art. A-and what will Tara think? With the half-naked slayer on the bed while her girlfriend is there with a sketchpad and pencil."

"Don't worry about your girl Red, she can come too. I always liked a foursome" winked Faith.

The redhead rolled her eyes and ducked out of Faith's arm, slapping the flirtatious slayer on the arm. Faith just chuckled and rolled her eyes at Willow.

"Well Faith" pursued Willow, seeing an opening after Faith's blatant sexual advances. "Never knew you swung both ways."

That caught Buffy's attention and made her stop thoughts in Faith-land. She raised an eyebrow, watching Faith's expression. Faith just snickered lightly and gave Willow an impressed look.

"Damn Red, I didn't ping at all on your gaydar?"

"Uhh…some pinging, but I'm new at this! You can't expect me to be accurate…so does that mean you really do swing both ways?"

"Well…men are easier. You know what they want, a roll in the sack and kick em out, no strings attached y'know? And you don't feel bad for kicking em out after getting your rocks off. Women though, bit tougher. Can't tell sometimes when a girl just wants to have fun or when they wanna be with you. Plus they get all teary eyed and shit when you kick em out."

"So you're just…going for who's convenient?" asked Buffy, pissed off that Faith would use people like that, even though she already knew how the younger girl worked.

"Didn't say that" said Faith, wondering why Buffy was so hostile. "After a good slay, you know me, double H's girlfriend. Nonfat yogurt ain't gonna satisfy me. Gotta have me some 'ungh' in there. Happen to see a stud, I'd ride him. There a cute chick there, I'd munch on her then. Would rather have the girl though, they know just where to push and how hard…mmm…makes it all worthwhile in the end."

"You prefer girls then?" inquired Willow, hoping to prod further.

"A bit yea. Would say 80% of the time. You know how it is Red" Faith gave the redhead a knowing smile and wink. "They're softer…and respond so well, soft moans, sexy hisses, sweeter taste and the way they arch their back into you and grab you…mm…nothing better than pleasuring a woman."

With the descriptions all three girls went into girly sex-land. Willow about Tara, Buffy about Faith, Faith and…well who knew who she was thinking about. Their thoughts were rudely interrupted by a few boys who stood right in front of Faith, giving her a polite smile but their eyes were undressing the young slayer. Faith slid her arm off Buffy's shoulder and crossed her arms under her chest, giving the boys a wary glance. Buffy immediately missed the contact and glared at the boys who dared to make Faith stop touching her.

"Hi!" said a blonde boy, holding out his hand to Faith. "I'm Evan and this is Josh and Peter" he gestured to his friends.

"Hey" nodded Faith, not taking his hand. Buffy was pleasantly pleased about this and refrained from sticking out her tongue to the pretty boy, it would have been rude and childish.

The blonde fraternity looking boy's smile cracked slightly with his bruised ego and just stuck his hand back into his pocket.

"So uh, we're in Roxy's art class" Evan explained. "We weren't really done with drawing you and Roxy said something about … a private showing?"

Buffy saw red…and wanted to punch his face in for the leering grin the boy was giving her potential girlfriend; but of course, she held it back.

"Right" nodded Faith, remembering that she had agreed to it if she had the time to do it. "You guys got another two classes to do it, let's talk about it after alright?"

"Uhh…" stumbled Evan, not used to girls not falling over for his charming smile and handsome face. "Well, we wanted to get a head start on it" he came up with a lie.

"Don't really have the time right now" said Faith. "I will after those two classes though, talk to me after, I'll see if I can fit you in my schedule" the slayer politely explained.

"Okay then…see you in class then" said the dejected boy, scampering off with his tails between his legs along with his friends.

After the boys were out of earshot, Willow turned to her friend and asked, "Why didn't you take up on the offer? They're from our class and I'm pretty sure they haven't finished drawing you either."

"Can usually tell when someone just wants to ogle the goodies or when they actually need something. They didn't want to finish their project, just wanted to get some Faith y'know? Not gonna do that for dickheads who think that I'm a whore for money."

Both Willow and Buffy's mouth formed an 'O' at Faith's observations and the three started walking again towards the dormitory.

"How much did you get paid anyways?" asked Buffy, genuinely curious.

"200 bucks. 100 an hour. Roxy told me that I could charge more if her students wanted to have a private session. Said they would probably form groups to pay for it, so I would probably get more cash if I wanted to."

"200 dollars for lying there?" said Buffy in a louder voice, her eyes going wide. If Faith did this more often she would get more money, but Buffy didn't want that! She didn't want anyone else seeing her Faith half-naked or naked or anything. And this gig seemed to be paying her pretty well.

"Not just lying there B" said Faith, "Had to be still and I was half-naked y'know?"

"I know" said Buffy through clenched teeth, her emotions going through a storm. For one she liked seeing Faith's body but on the other hand, only she should!

Faith turned to look at Buffy, confused and trying to figure out why the blonde was so hostile. It was only a job to her and nothing more, not like she was being a stripper or anything; but even then, who was Buffy to judge her?

"Geez B, it's only a job" Faith stated her thoughts.

Buffy knew she was being irrationally jealous but she couldn't help feeling that way. Before Buffy could dig herself into a deeper hole, Willow sensed the potential misunderstanding and trouble in those words and immediately went out of her way to dispel it.

"We're just worried about you Faith" Willow calmly explained. "With the half-nakedness and ogling boys, we just don't want you to be exploited."

The native Boston slayer's shoulders sagged and gave the redhead a small smile, happy that she was looking out for her. "I'm a big girl Red, I can take care of myself."

"I know I know. Slayer and all, but still, I worry."

Buffy and Faith walked back to Buffy's room, Willow had decided to visit Tara after the invigorating conversation about girly-loving, and the redhead was feeling a bit frisky. The blonde slayer was feeling a bit needy herself and seeing Faith sprawled out on her bed was not helping.

"It alright if I take a nap?" asked Faith, mumbling sleepily on the bed.

"Oh…yea sure."

"Mm…okay. Thanks B. Do I take Red's bed?"

"No no no, it's okay. I was thinking of getting some studying done, just take my bed."

"Alright."

Faith lazily sat up and took off her denim jacket, casually draping it at the end of the bed and took off her heavy black boots. Crawling under the blankets, Faith sleepily hugged one of Buffy's pillows. Within a few minutes, the young slayer fell asleep as Buffy watched her. The blonde girl lightly padded over to the younger girl and sat on the edge of her bed, careful to not wake her up. Her fingers grasped the wisps of brown hair splayed out on her pillow and marveled at how silky and soft her hair was. Those same fingers travelled up to Faith's rosy cheeks, lightly touching where her adorable dimples would normally be seen. Buffy faintly smiled and brushed her fingertips back and forth across Faith's face, touching casually enough to not wake her up. She wanted to crawl under the covers and hold Faith in her arms as she slept but she knew that she couldn't do that. Faith would probably freak out and there would be a Buffy shaped hole in the doorway like in the cartoons, where Faith would have thrown her across the room. So, Buffy settled for watching her sleep with loving pets and caresses.


	3. AUTHOR'S NOTE

**ATTENTION!**

Due to some suggestions about the story, which I wholeheartedly agree, I'm cutting out the Countess parts and going back with the original storyline. (Don't worry, if you guys liked the Countess parts – it's going to be in another fic of mine)

So, now the story will be….Buffy going nervous and all that and drawing Faith and you know…generally trying to rationalize her feelings and not rape Faith…blah blah blah….

Hope everyone still enjoys the story!


	4. Chapter 4

**ATTENTION!**

Due to some suggestions about the story, which I wholeheartedly agree, I'm cutting out the Countess parts and going back with the original storyline. (Don't worry, if you guys liked the Countess parts – it's going to be in another fic of mine)

So, now the story will be….Buffy going nervous and all that and drawing Faith and you know…generally trying to rationalize her feelings and not rape Faith…blah blah blah….

Hope everyone still enjoys the story!

**Part 3b**

"Ungh!"

A painful grunt in the cemetery followed by obscenities and some sounds of rapid pounding of flesh floated through the normally still night. Near the fight, a fresh grave laid disturbed by the vampire that rose out of his own coffin…only to find himself being pummeled by a Slayer at the start of his short undead life. The Slayer brutally yanked him out of the ground after commenting about how slow he was and slammed him against his own tombstone then he found himself sailing through the air to unceremoniously land in a heap on the wet grass. The vampire wasn't sure what he had done to deserve this punishment, but he was praying to God that the Slayer will take mercy upon his soullessness and end his misery.

Kicking him in the ribs for the umpteenth time, the Slayer heard a crack and a deep painful groan from the vampire on the ground. That was maybe the third rib she broke in a span of five minutes. The vampire hardly put up a fight after she gave him a concussion but she was still beating the shit out of him to vent out her frustrations.

"You chose the wrong day to piss me off pal" she hissed, glaring at the groaning pile of vampire.

"I'm sorry!" he moaned. "But I didn't even do anything to you! Please just kill me already."

"You are so pathetic!"

With one last punch to his fangless mouth, she pulled out her trusty stake and slammed it into the grateful vampire who could finally get his rest in peace. Dusting off her hands and tucking her stake back into the waistband of her jeans, the Slayer turned towards the sound of clapping.

Sitting on the tombstone, the other Slayer whistled lowly and jumped off the rock, slowly making her way towards her sister-slayer.

"Damn B" Faith said, looking at the dust pile by Buffy's feet. "Who the hell pissed you off today? Gotta say, normally I'm the one beating them to a bloody pulp…but damn girlfriend, you got some quality rage going on there."

The blonde Slayer rolled her eyes and gave her crush a playful shove with a hint of her slayer strength to convey her annoyance.

"I'm not mad. I'm just…I don't like vampires and it's kind of our job to kill them" Buffy tried to bluff her way out.

"Yea right…hey it's not my place to judge on your slaying ways, that's more of Giles's thing. Hell, told ya you need to find the fun, and if beating on vamps is your thing, I say go for it. Plus you look wicked hot doing it" smirked the brunette, giving Buffy a wink.

Buffy tried not to blush at the blatant flirting, but she couldn't help it. It was Faith! You try to not respond when that sexy girl flirts with you. But as usual, the blonde buried her feelings deep and walked side-by-side with her friend, looking for other prey. Buffy still needed to get the frustration out and beating on vamps was better than pouncing on Faith right now and ripping her clothes off. At least that's what her brain was telling her, her body on the other hand really wanted to do the naked wriggling with the girl next to her.

The blonde could tell that Faith was worried about her, Faith's eyes kept darting back at her with an expression of concern on her face, but she kept brushing it off, so Faith had no choice but to sit tight and wait for Buffy to either get over it or talk to her. Buffy couldn't tell Faith that the reason why she was so uptight in the first place was through the fault of Faith. For one, she would have to explain her crush and that was on a whole new level of no way. After spending her time staring at Faith sleeping on her bed, watching just how cute Faith was when she was asleep wreaked havoc on Buffy's self-control. She had already started to caress her cheek and hair and she wanted to do more to the sleeping brunette. But that bordered on creepy to another degree. Though, she really wanted to. Plus hearing those sexy sighs Faith made in her slumber made Buffy's libido shoot through the roof.

So no. She couldn't talk to Faith about it…yet.

Next to her, Faith was trying to go through everything that happened today with Buffy that might have triggered Buffy into going into rage-gal. Since she spent most of her day with Buffy, she couldn't help but think she had somehow made Buffy very pissed off. The only thing she could think of that she had done was be a model for her class. Maybe Buffy didn't like her intruding in her college life…or maybe the blonde Slayer was embarrassed that her friend showed up half-naked in her class…or was she mad because she slept on her bed? Nothing seemed to make sense…so she had to go with the direct approach to solving a problem.

"B, what's going on?"

"Huh?" Buffy eloquently said. She didn't expect Faith to actually broach the subject, thinking that the brunette would let it slide until it resolved itself. "N-Nothing. Why would anything be going on? Nothing's going on. Everything's fine. Hunky dory!"

"That long babbled sentence just told me something's wrong. You know you can tell me right?" Faith empathetically said to her friend, hoping that Buffy would sense just how much she cared.

And Buffy did, but she didn't know how to handle it. "I know Faith. But trust me, it's not a big deal."

"Was it this afternoon?" Faith hoped to have at least a hint of what had made her sister slayer so angry.

"A-afternoon?" stuttered Buffy.

"Yea. Dunno…like when I was asleep?"

Buffy froze in her steps, did Faith know? Was she awake the whole time? Oh dear God. Buffy had nearly molested Faith in her sleep! Granted, it was just her arms, face and hair, but it was still near creepy molestation stage! Especially if Faith was asleep, but now she might have been awake…

"A-asleep?"

The blonde was reduced to repeating the end of every sentence, rephrasing them into questions.

"Yea B. I was with ya for almost the whole day, but I can't remember anything happening to piss you off. So unless it was me, something happened when I was knocked out on your bed. Someone piss you off? Cause if they did, they'll meet my fist and the soles of my boot."

The older Slayer couldn't help but feel her heart swell at Faith's protectiveness and caring. The warm feeling she felt around Faith tripled and spread all over her body, making her smile a face splitting grin at the brunette who was looking a bit sheepish, but also smiled back in return.

"Faith…thank you" Buffy wholeheartedly said and lightly touched Faith's denim covered forearm. "Don't worry Faith. I'm going to make it right soon, so…just don't worry so much."

"Aight B" Faith agreed in defeat.

The blonde slayer gave the girl a grateful smile, "Okay, let's hurry up and finish patrol so that you can get your beauty sleep. You have to look good so that I can draw you."

"You saying this don't look good?" teased Faith, trailing her hands sensually down her curvaceous body.

Buffy willed her eyes to not follow the delectable path Faith's hand was tracing, it took all of her willpower to force her gaze to stay locked on Faith's mocking eyes, because if her eyes ever strayed any lower, Faith would undoubtedly see the attraction she had for her and she wasn't ready for Faith to find out yet; at least not until she's gotten a date out of it.

"I'm sure it's fine Faith" Buffy managed to steadily reply, "But I don't want to have to draw bags under your eyes, I'm not that good with the shading you know."

The brunette threw her hands in the air and sighed loudly as she rolled her eyes. She gave the blonde a smile full with dimples that made the Chosen One nearly melt into a puddle of Buffy-goo, although her knees did start to wobble a bit.

"Aight B" said Faith with a wink, "Anything for you. Guess you owe me some lunch tomorrow then, I mean I am feeling the double H's right now and here I am, going to bed like a good little girl so that Miss Buffy Anne Summers can draw me without bags under my eyes."

"Okay fine…that diner by campus?"

"Sure, long as you're buying."

"Wouldn't have it any other way."

"Wicked, it's a date then."

Faith walked out of the cemetery, completely oblivious to the fact that Buffy's eyes nearly bugged out of her eyes and that the blonde was frozen in place, ready to be picked on by some vampires. Luckily, they had slayed the vampires in the area so now the blonde was free to look as dorky as possible with only the dead to see her.

"D-date?" mumbled Buffy, staring at Faith's very small retreating back, until the brunette was gone from her sight.

"A date with Faith? No…but…no. Okay, even if it isn't official… she said date! Okay, I have so much to prepare for!"

Now, with Faith's careless choice of words, the blonde practically sprinted back to the dormitory to pull out every single piece of clothing she owned to try and dazzle Faith for their non-lunch-date; and of course there was only 12 hours for the blonde to prepare, and there just wasn't enough hours in a day for her to primp and pamper herself. The blonde didn't' care if Faith didn't intend to say it, all she wanted to do was make the brunette drool all over her.


	5. Chapter 5

**Part 4**

"Uh…Buffy?"

Willow hesitantly walked around the clothes-littered floor, carefully avoiding stepping on the clothes strewn all around the ground; several more t-shirts flew from the closet onto the growing pile of rejects. The redhead spent the night at Tara's so she thankfully did not witness the bumbling nervous energy that was Buffy when the Slayer came back from patrol. In a second, Buffy rushed out from the closet and ran towards her best friend, her face clearly exhibiting the signs of panic.

"Will! I'm so glad you're here…I can't decide what to wear for our lunch date!" the blonde hurried to explain and dragged her best friend into the closet with her. "What am I going to wear? There's nothing here!"

Glancing towards the humongous pile of clothes in their bedroom and back to the still half full closet, Willow raised a skeptical eyebrow at Buffy.

"Buffy? Unless you've suddenly gone blind on me, I think there are enough clothes here to dress everyone in China."

Quickly turning to the redhead, Buffy grasped her friend's shoulder in desperation and shook Willow like a ragdoll. "There's nothing here for me to wear for my date! Nothing!" she punctuated with an extra shake.

"D-date?" asked a dizzy Willow.

"Yes! With Faith!"

Now, the redhead started shaking Buffy's shoulder in excitement, the two looked mighty funny shaking each other like children high on chocolate.

"Date? You have a date with Faith? Buffy that's fantastic! When did you ask her?" squealed the redhead.

The two finally stopped shaking each other since they were now extremely woozy but now an awkward silence enveloped them as Buffy tried to come up with an explanation that would make her not look like a coward in front of Willow. Willow on the other hand was super excited that her two friends were finally getting a clue and got together.

"W-well Will,you see…I didn't really in a way, ask her? It was more like…Faith said I owed her lunch and then she said it was a date…hence we're going on a non-date!"

"A…non-date?" said the extremely disappointed Willow. "As in…not a real date? As in, you got me this excited to find out that you didn't ask Faith on a date? Buffy Anne Summers! You've been tiptoeing around this for over 3 months!"

Buffy seemed to shrink and wince with every sentence Willow spoke until she was looking down the ground with a pout. "I know Will…but I have a plan!"

"What would that be?"

"See, I'm going to treat this like a date and I'm going to make her drool all over me until she asks me out!"

"Oh Buffy…"

It was too late, this little plan was already zipping through the blonde's mind and she turned to her closet to quickly sort through the remainder of her clothes while Willow held her throbbing hand in her hands. Being the supportive reliable friend that she was, Willow sat down on Buffy's bed and watched as Buffy came out holding different shirts, skirts, and pants in front of her.

"Is this one good?" asked Buffy.

"Whoa…" the redhead's jaw dropped. "When did you…wow Buffy. I never knew you had…such uhh…revealing clothes."

"What? Is it not sexy?" Buffy held it back up to eye level.

"Oh no, phew it's very sexy…so sexy it should be in a strip club."

Buffy took another look at the racy shirt that would reveal almost everything but her nipples on her torso. The V shape spiraled all the way down to just the bottom of her belly button, just enough to be considered a shirt, if you were a celebrity or a stripper, but since Buffy was neither, it just made her look incredibly slutty.

"You're right, I'm not sure how this got in here…but gee, it would make Faith drool right?"

"I think everyone around you would drool…and Faith wouldn't just drool."

"Exactly!" said the excited blonde, once again waving the two pieces of fabric that made the shirt.

"But again, every single male and female would be hitting on you."

"Fine…no stripper wear until the 3rd date…and that would be in the bedroom."

"Didn't need those visuals!" called out Willow.

The blonde giggled and bounced back into the closet, eager to find something suitable for her non-date that would be classy yet sexy. Yes, the stripper wear would have to wait…until the next real date.

- O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O –

In the small but cozy diner across campus, Faith sat at their usual spot near the back of the diner in the booth. Since this place was open 24 hours, they always came here after their slayage to satisfy one H and while Buffy was still in denial about the other H, Faith knew better. The brunette sighed and checked the clock on the wall; she came a bit earlier than normal and instantly regretted it. She knew that the blonde slayer had a tendency to run late, like half an hour to an hour late. Thinking about ordering a drink first, Faith looked around to find the waitress but her eyes landed and stopped on the blonde slayer coming in from the front door. Even though the brunette slayer always tried to not check out her friends, especially Buffy just in case she suddenly had the urge to jump and ride them, but this time, Faith could not stop her eyes from sweeping up and down the blonde's supple young body several times before she could lift her gaze back up at Buffy's twinkling hazel eyes.

"H-hey" Faith shakily greeted with a half-smile, hoping that Buffy did not notice her blatant appraisal.

Buffy smiled slyly and said hello back. The blonde slayer was inwardly rejoicing the fact that Faith couldn't tear her eyes away from her and the uncharacteristic nervousness that caused the brunette slayer. Sitting across from Faith, she 'accidentally' brushed her foot up Faith's calf, making the poor younger woman kick the table, almost toppling the glasses of water.

"Whoa, easy Faith!" Buffy playfully chided as she steadied the glasses.

"Sorry B, something must've hit my nerve or something…" Faith mumbled.

The blonde slayer was glad she took Willow's advice and chose to not wear something too provocative, instead she chose a nice, classy black top that revealed enough cleavage to not be too slutty, form fitting dark blue jeans that flattered her butt nicely and some cute high-heeled shoes to complete the look. Even though what Buffy wore was usually pretty fashionable, the ensemble she wore was a bit on the extra-nice side for the occasion, plus she sprayed on some perfume that she knew Faith went nuts over. And the sly little slayer had Willow put on some extra 'ingredients' in the perfume to further incite the awe-struck slayer in front of her.

"So…you look nice B. Got a hot date after this or something?" Faith tried to casually prod.

"Nah. Just wanted to look nice you know?"

"Trying to catch some stud's eye? Need me to be your wing-woman?"

Faith winked at the blonde, she wanted to make sure that whoever Buffy had her eye on was good enough for the blonde slayer. She couldn't take another Parker incident and was hell-bent on screening every potential suitor for her sister-slayer.

"No, I'm kind of off men for a while you know?"

That statement was partially true, she wasn't just off them for a while, and she was going to be off them entirely in exchange for Faith. Now all she had to do was make Faith want her.

"I hear ya B, hey, if you're off the male population, might as well go for the female, don't knock it til ya tried it!"

Faith was expecting Buffy to start choking and babbling incoherently but she was surprised to see the blonde smirk at her.

"You know, you're right."

"I am?"

"Yep, maybe men just aren't my type. Just look at my track record, I had a cursed relationship with Angel that was doomed from the start, I mean come on, vampire-vampire slayer, what was I thinking? A bit too Shakespeare for me now that I think about it. Then there was Scott who dumped me before Homecoming. Then stupid Parker who was a mistake that will remain in my list of stupid college moments. So, yep. You're right Faith. Maybe I need to give girly loving a try. Want to help me with that?"

This time, Faith was the one who started choking on the water she foolishly sipped.

"W-what? H-help you with the girly loving?"

"Of course! Introduce me to that world. I mean Willow and Tara are good examples, but they're so enamored with each other, they don't' really have the time to set me up with anyone."

"Oh…you mean like…a date? With someone else?" Faith visibly deflated a bit at hearing Buffy wanting a date with another girl, but immediately bounced back and grinned at her friend.

Buffy propped open her menu, "Maybe, but for now, let's order first, I know you're starving, I can hear your stomach eating itself from here."

"Hey! It is not eating itself…yet."

- O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O - O –

After eating the diner out of their food, the two slayers were quietly strolling around the cemetery under the big yellow moon. Buffy walked closer to Faith than normal and kept brushing her arm across Faith's, she wanted to hold Faith's hand, but that would be a step too quickly for her.

"How's your project going?" asked Faith, twirling the stake in her hand as her eyes roamed around the cemetery for the evil undead.

"Project?" asked Buffy, glaring at the stake that was in Faith's hand. She wanted to hold that hand! Stupid stake.

"Yea, you know the art project shit? It's due soon right?"

"Art…oh! The painting you thing…uhm…yea it's due …oh shit!" Buffy immediately stopped and held her head in her hands as she groaned painfully.

"B?"

Faith went to her side and pulled Buffy's hand away from her face, her brown eyes worriedly looking at Buffy's panicked face. "What's wrong?"

"Shit! Shit …crap. Oh fuck. I'm so screwed! I forgot about that, I've been so busy…" _Been so busy trying to seduce you…_, "I forgot about that project, it's due tomorrow and I barely have anything done! I'm dead. I'm gonna fail. It's going to be my first F in college. Mom is going to kill me!"

"Whoa whoa whoa, B, calm down! You still got time, let's just head over back to the dorm's and you can finish it alright?"

"But how can I? I can't do it unless it's right there in front of me! I have terrible photographic memory."

"See, this is why having your friend model was good for you. Don't you worry B, I'll just stay until you finish aight?"

"You will?" Buffy's eyes sparkled in gratitude at the younger slayer, she wasn't going to fail! Hopefully.

"Course B, what do ya take me for?"

Faith grabbed Buffy's hand and started to drag her away from the cemetery back to the dorms to finish the project. Buffy stumbled to keep up with Faith but she was currently distracted, she stared at Faith's hand holding her own and couldn't help but break out into a face-splitting grin. Faith's hand was soft and fit perfectly with her own. She didn't even care that Faith was dragging her across the cemetery; she was too busy jumping for joy at the small contact.


	6. Chapter 6

Part 5

Trailing after Faith after entering her dorm room, Buffy's eyes unabashedly trailed down to the brunette's perfect butt, loving how the leather stretched over her tight ass. Her eyes immediately snapped back up when Faith took off her denim jacket and draped it across her chair. Buffy's gaze went to the strong muscley-yet-feminine arms that she dreamt about every night, holding onto her after an intense session of love-making. Faith crossed her arms and lifted the bottom of her tank top up, taking the small garment off and exposing her backside to Buffy's wide eyes. The blonde slayer looked like a fish out of the water, her mouth opening and closing as her eyes widened even more when Faith snuck a hand to her back and expertly flicked her bra open with a simple snap. The brunette laid the clothes on the chair again and kicked off her boots, sat on Buffy's bed and took off her socks, still with her back turned towards the dazed slayer. Buffy rubbed her eyes, thinking that she had somehow fallen asleep or had hit her head during patrol. This scene was her dream! Her very sexy dreams that always ended up with her running after Faith and either pushing her up against the wall or throwing the dark slayer on the bed. But neither happened, Buffy stood with her feet glued to the ground as a little drool managed to drip down the side of her mouth.

Just like her fantasies, she heard Faith unzip her leather pants and watched her sexily shimmer out of those pants, staring at each inch of skin being exposed to her. Although, in her wanton dreams, Faith was always going commando, in this one, apparently Faith wore a G-string that she wanted to tear off, but that was unnecessary as the brunette bent over and slid them off. All the moisture in Buffy's body migrated soft and gushed out onto her already ruined panties. Faith's perfect, tight derriere was up in the air and Buffy bit her lip in agony. She wanted to run her hands on, up, around, just touch the delectable flesh waving at her; but her body wouldn't move. The blonde wanted to feel the silky skin against her fingertips and then slap her butt cheeks just to feel how tight her ass would be. Then she wanted to gently rub the heated flesh and soothe sting away with her hands and kiss it. Buffy's eyes were dilated so much that you could not even see that they were hazel anymore; they were just black and filled with animalistic lust. She wasn't sure if she was even breathing anymore, but none of that seemed to matter, only the beauty in front of her did.

Faith turned her head to the side and looked at Buffy standing at the entrance. She was a bit confused about Buffy's silence, normally the blonde would have scolded her for stripping like that but she did not even hear a peep out of her. She attributed Buffy's speechlessness to anxiety over the project and possibly her nakedness.

"B?" Faith asked. "Going under your covers, your room is fucking cold now."

"Mmmm…" Buffy managed to say, but she was still in a lust-filled dream, staring at Faith's glorious body.

The brunette crawled on Buffy's bed, pushing aside the flowery duvet and draping it on the lower half of her body as she sprawled on her stomach, imitating the pose she adorned during the drawing sessions.

Buffy finally snapped out of her day-dreaming when Faith covered her cute butt, her dreams never went like that! The poor blonde quickly swiped a hand over her drool covered mouth and wiped it on her jeans. Her brain finally caught up to her again and she hurried to get her art supplies out, turning on some extra lights to illuminate the room more.

As Buffy finished setting up the easel and pad, Faith even managed to yawn sexily. Stretching her sore muscles, Faith's side of her breast coming into view and Buffy had to stop herself from dropping all her supplies.

"Just gonna take a nap here B. Kinda tired from all the non-slayage. Least I don't have the double H's right?"

"Yea, course!" Now Buffy was inwardly cursing all the vampires that failed to show up tonight and vowed to get them after she was done painting. Gosh darn it, she wanted Faith to come onto her! And a horny Faith is…well a horny Faith! She always flirted with Buffy until the blonde would turn red, run away and try not to think about how hot Faith made her, it never worked.

The brunette smiled and nuzzled her head against Buffy's pillow, getting into a comfortable position. Gripping her pencil in pure agony, Buffy tried to concentrate on drawing Faith's figure, hoping to finish this as soon as possible but at the same time as slow as possible in order to have more access to Faith's hot body. Faith closed her eyes and quietly slipped into a peaceful slumber surrounded by Buffy's scent.

As the hours went by, Buffy eventually finished drawing Faith and threw away her six broken pencils. She blinked her tired red eyes and watched the first rays of sunshine through her window. Looking at Faith, the blonde couldn't help but be mesmerized by Faith's beauty in the light. Buffy's lips involuntarily formed a smile as she stared at Faith's slumbering face, reaching out, she lightly caressed the girl's cheek, imagining where her dimples would be if Faith were smiling. Her heart started fluttering while she gazed down at the slumbering girl, her palm now fully on Faith's cheek and her smile getting wider and wider. Buffy's heart rate nearly tripled when Faith sleepily groaned and nuzzled further into the palm of her hand. What the blonde was feeling wasn't only lust, but that was a big portion of it, the full and content feeling in her heart told her she was in love with the slayer underneath her hand. Unable to take the close proximity anymore, Buffy slowly leant down her heart beating faster as her lips lightly caressed Faith's cheek. She didn't exactly kiss her yet, just brushed her lips against the soft skin, savoring the scent around her and the feeling of Faith under her lips.

A few minutes later, Buffy started to lightly press her lips against Faith, getting firmer as she trailed around the cheek to Faith's lips. Once her lips grazed against Faith's lips, Buffy's heart stopped at the electricity she felt and she gasped against Faith's mouth.

Faith finally jolted awake when she felt the soft pressure against her lips. She was about to shove whoever was in front of her away until she felt the pleasant slayer tingles that informed her that it was Buffy. Her brain was trying to catch up to her waking body and process why her sister-slayer was so close to her, but in that instant Buffy's lips attached to her own lips. Faith only laid there as Buffy started to slowly kiss her. Buffy became more insistent, her hands tangling in to her brown locks while she climbed onto the bed. The blonde slayer was lost in her lust and passion, forgetting all of her inhibitions when she started to kiss Faith.

Faith placed her hand on Buffy's shoulders, stopping the Buffy from moving closer. "B, what's going on?"

Still under the lust-induced-courage, Buffy gripped behind Faith's neck and pulled the younger girl against her lips again. She demonstrated her eagerness through the intense kiss, tickling the roof of Faith's mouth. The hands against her shoulders slackened, Buffy smiled into the kiss as Faith began to timidly respond.

Once Buffy straddled Faith and pressed their bodies together, the brunette lost it. Being deliciously ground against by Buffy, Faith's arousal shot up to new levels and she could not help but respond. Pulling Buffy harder against her, Faith started to respond to the kiss and slid her hands up and down Buffy's back. Surprised at Faith's consciousness, Buffy opened her eyes and tried to lift her body off of Faith, but the brunette pulled her down again and flipped them over.

"Fai-" Buffy started to nervously say, until her mouth was covered by Faith's lips. Buffy's eyes remained open, staring at Faith while her brain tried to process what was happening. The slayer tingles felt exquisite on her lips, travelling lower and lower until it reached her moistening and heated cavern. Faith's insistent mouth trailed nibbles and licks across Buffy's neck, biting down on the juncture between the neck and shoulder. Gasping, Buffy tried to stifle the groan of pleasure that came out of her mouth, and the blonde slayer's legs wrapped themselves around Faith's waist.

"Okay," Buffy groaned, her hips seeking more friction against her core. Their bodies struck up a rhythm, going faster with every gasp and moan.

"Faith…Faith…Faith!" chanted Buffy, her climax quickly approaching while Faith grinded harder. She didn't want this to be over so quickly and with her clothes still on, but the Bostonian proved to be her sexual weakness. Her clit throbbed violently and Faith was manipulating it so expertly. Buffy's thighs desperately squeezed Faith's torso, her eyebrows scrunched together, her jaw dropped in a deafening scream, and finally her body shivered in an exquisite release soaking her lacey panties.

Faith smirked and knew Buffy had never had it so good before her, she kissed up Buffy's slack jaw and barely heard Buffy whisper, "I love you".

Lifting herself partially off Buffy, Faith saw Buffy still catching her breath but the blonde's eyes were wide in fear.

"What?" asked Faith. "Did you just…Buffy, what'd you say?"

Swallowing the dry lump in her throat, Buffy attempted to speak but her voice failed her each time.

"B, do you like me?"

Not the profound L word, but the same meaning was conveyed.

Buffy closed her eyes, terrified to see Faith's reaction when she replied. "Yea…I do."

"Oh…alright, that's cool."

"That's cool?" hissed Buffy, her eyes darted open to see Faith's signature lopsided smirk. Instead of being mesmerized like she was countless other times, Buffy was furious.

"Yea," Faith's smirk turned into a charming smile. "Cause I like you too. And I think this counts as a seduction here. Consider me falling for your sweet little ass Summers."

All Buffy heard was Faith saying she liked her too and all cognitive abilities ceased. Her face split into the biggest smile she ever had in her life. She squeaked, "Really?"

"Yea, I've been trying to get your attention since I took your stake from you y'know? But hey, whatever, I think this makes up for all your air-headedness."

"Hey!" Buffy protested with a pout. "I'm not really a blonde you know, so I'm not an airhead!"

Faith's grin turned so salacious that even Buffy started to fear for her chastity but oh her body was prepared for Faith. Kissing Buffy, Faith's hands got to work removing her clothes in lightning speed. Once again, Buffy's higher level cognitive functions failed and all that were left were primitive ones, though even then she could only lie on the bed in a pool of her arousal as Faith got to work.

"Not a real blonde huh?" Faith mumbled between kisses, slowly descending down Buffy's body, giving nips and licks along the way. "I think I'm gonna have to check for myself."

Peeling away the last barrier, Faith licked her lips when she saw Buffy's glistening and quivering pussy.

"Landing strip. Mmm…that's so sexy."

Buffy was busy blushing and nearly hyperventilating, in both anticipation and panic. But then Faith's expert and limber tongue sent her into happy land.

**– O – O –**

"Oh…I can't believe you got a higher grade than me," complained Willow while staring at their unofficial transcript.

"Seriously Will? Remember that one fiasco in high school regarding SAT scores?" Buffy rhetorically asked with a pout. She wasn't an actual blonde goddamnit and when were people going to acknowledge that she was actually smart?

"I thought we weren't supposed to talk about that," interrupted Faith, pulling Buffy in from behind and dropping a kiss on the blonde's head.

"Faith! I thought you had work."

"Nah, just came by to get my check."

Buffy eagerly turned around in Faith's arms and kissed her deeply, her hands tangling in Faith's wavy hair.

"Uhh…Buffy, maybe a bit too much PDA," said Willow, her eyes immediately seeing the glazed stares of boys and some girls.

Reluctantly pulling away, Faith placed one last quick kiss on Buffy's pouting lips and stepped back.

"I hate you Wills," Buffy playfully complained.

"It is really strange that Faith is the reasonable one in this relationship," said Willow, her head shaking lightly at Buffy's juvenile behavior.

Crossing her arms over her abundant chest, Faith scowled, "Hey, what's that supposed to mean Red?"

Flustered, Willow tried to induce damage control, "I mean…uhh…ohhh look is that Tara? I gotta go, bye Buffy, Faith. Have fun! I'll be with Tara this whole day, so feel free to use the room!" With that, Willow ran off to hide out in her girlfriend's room, away from Faith's wrath.

Buffy tugged on Faith's jacket, leading her away from glaring at the fleeing redhead.

"B, what's your hurry?" Faith was now being dragged quite quickly and forcefully.

"Did you not hear what Will said?" hissed Buffy, now running across campus with Faith barely keeping up behind her.

"Huh?"

"We have the whole room to ourselves for at least a day and you're trying to chase after Willow? Priorities Faith! I need you to have me naked and in my room 10 seconds ago! Whoa!"

Faith had swooped Buffy in her strong arms and was sprinting across campus. "Gee why didn't you say so earlier?"

Buffy purred in the back of her throat as she ran her hands across Faith's chest and up to her neck, planting a kiss and sucking the flesh until it flared into a red hot hickey. Oh she was going to have fun.


End file.
